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Proc-Type: 2001,MIC-CLEAR
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UNITED STATES FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 OF For the month of March 2003 Commission File No. 0-30148 PHOTOCHANNEL NETWORKS INC. 506 - 425 Carrall Street, Vancouver, British Columbia V6B 6E3 Canada [Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F] Form 20-F [X] Form 40-F [ ] Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1) [ ] Note: Regulation S-T Rule 101(b)(1) only permits the submission in paper of a Form 6-K if submitted solely to provide an attached annual report to security holders. Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7) [ ] Note: Regulation S-T Rule 101(b)(7) only permits the submission in paper of a Form 6-K if submitted to furnish a report or other document that the registrant foreign private issuer must furnish and make public under the laws of the jurisdiction in which the registrant is incorporated, domiciled or legally organized (the registrant's "home country"), or under the rules of the home country exchange on which the registrant's securities are traded, as long as the report or other document is not a press release, is not required to be and has not been distributed to the registrant's security holders, and, if discussing a material event, has already been the subject of a Form 6-K submission or other Commission filing on EDGAR. Indicate by check mark whether by furnishing the information contained in this Form, the registrant is also thereby furnishing the information to the Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934. Yes [ ] No [X] If "Yes" is marked, indicate below the file number assigned to the registrant in connection with Rule 12g3-2(b): 82 - British Columbia Securities Commission Quarterly and Year End Report BC Form 51-901F ISSUER DETAILS NAME OF ISSUER FOR QUARTER ENDED DATE OF REPORT Y M D PhotoChannel Networks Inc. March 31, 2003 2003 05 30 ISSUER ADDRESS 506 - 425 Carrall Street CITY PROVINCE POSTAL CODE ISSUER FAX NO. ISSUER TELEPHONE NO Vancouver B. C. V6B 6E3 604-893-8966 604-893-8955 CONTACT NAME CONTACT POSITION CONTACT TELEPHONE NO. Robert Chisholm C. F. O. 604-893-8955 ext. 224 CONTACT EMAIL ADDRESS WEBSITE ADDRESS rchisholm@photochannel.com www.photochannel.com CERTIFICATE The Three schedules required to complete this Report are attached and the disclosure contained therein has been approved by the Board of Directors. A copy of this Report will be provided to any shareholder who requests it. Y M D /s/"Peter Scarth" Peter Scarth 2003 05 30 Director's Signature Print Full Name Date Signed /s/"Cory Kent" Cory Kent 2003 05 30 Director's Signature Print Full Name Date Signed PhotoChannel Networks Inc. Consolidated Balance Sheet Unaudited - Prepared by Management (expressed in Canadian dollars) March 31, 2003 September 30, 2002 Assets Current assets Cash and cash equivalents $62,557 $85,586 Short-term deposits 15,000 15,000 Accounts receivable 249,910 117,685 Prepaid expenses 32,235 34,967 359,702 253,238 Capital assets 164,493 455,999 $524,195 $709,237 Liabilities Current liabilities Accounts payable $1,952,305 $2,324,905 Accrued liabilities 240,579 256,556 Due to related parties 102,192 273,612 Demand loan 292,650 - $2,587,726 $2,855,073 Shareholders' Deficiency Capital stock $27,748,149 $26,390,849 Contributed surplus 6,189,605 6,189,605 Loans receivable (227,470) (227,470) Warrants 3,214,845 3,214,845 Limited partnership equity 1,365,000 1,250,000 Deficit (40,353,660) (38,963,665) (2,063,531) (2,145,836) $524,195 $709,237
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
THE SECURITIES EXCHANGE ACT OF 1934
(Translation of registrant's name into English)
(Address of principal executive office)
PhotoChannel Networks Inc.
Consolidated Statements of Income (Loss) and Deficit
Unaudited - Prepared by Management
(expressed in Canadian dollars)
|
Three Months Ended |
Six Months Ended |
|||||||||
|
March 31, 2003 |
March 31, 2002 |
March 31, 2003 |
March 31, 2002 |
|||||||
|
Revenue |
$105,834 |
$31,322 |
$174,303 |
$84,745 |
||||||
|
Cost of sales |
23,145 |
12,815 |
36,412 |
94,362 |
||||||
|
Gross profit (loss) |
82,689 |
18,507 |
137,891 |
(9,617) |
||||||
|
Expenses |
||||||||||
|
General and administration |
410,861 |
294,664 |
739,416 |
1,203,632 |
||||||
|
Sales and marketing |
145,105 |
45,777 |
253,848 |
119,677 |
||||||
|
Research and development |
162,117 |
174,695 |
312,977 |
339,121 |
||||||
|
Amortization |
55,261 |
332,032 |
266,376 |
445,013 |
||||||
|
773,344 |
847,168 |
1,572,617 |
2,107,443 |
|||||||
|
Net loss from operations |
(690,655) |
(828,661) |
(1,434,726) |
(2,117,060) |
||||||
|
Other Income (loss) |
||||||||||
|
Expense recovery |
163,419 |
- |
163,419 |
2,746,944 |
||||||
|
Loss on disposal of property, plant and equipment |
(1,840) |
- |
(119,257) |
- |
||||||
|
Translation loss |
756 |
69,124 |
335 |
(111,620) |
||||||
|
Interest and miscellaneous income |
19 |
44 |
234 |
537 |
||||||
|
162,354 |
69,168 |
44,731 |
2,635,861 |
|||||||
|
Net (loss) gain for the period |
(528,301) |
(759,493) |
(1,389,995) |
518,801 |
||||||
|
Deficit - beginning of period |
(39,825,359) |
(35,833,710) |
(38,963,665) |
(37,112,004) |
||||||
|
Deficit - end of period |
$40,353,660) |
$(36,593,203) |
$(40,353,660) |
$(36,593,203) |
||||||
|
(Loss) Gain per share attributable to common shareholders |
$(0.01) |
$(0.02) |
$(0.02) |
$0.01 |
||||||
|
Weighted average number of common shares outstanding |
87,130,643 |
44,834,691 |
87,130,643 |
44,834,691 |
||||||
|
The accompanying notes are an integral part of these financial statements. |
Statements of Cash Flows
Unaudited - Prepared by Management
|
Three Months Ended |
Six Months Ended |
||||||||||||||||
|
March 31, 2003 |
March 31, 2002 |
March 31, 2003 |
March 31, 2002 |
||||||||||||||
|
Cash flows from operating activities |
|||||||||||||||||
|
Net (loss) gain for the period |
|
$(759,493) |
|
$518,801 |
|||||||||||||
|
Items not affecting cash |
|||||||||||||||||
|
Amortization |
55,261 |
332,032 |
266,376 |
445,013 |
|||||||||||||
|
Loss on sale of property, plant and equipment |
1,840 |
- |
119,257 |
- |
|||||||||||||
|
(471,200) |
(427,461) |
(1,004,362) |
963,814 |
||||||||||||||
|
Net change in non-cash working capital items |
(192,154) |
27,363 |
(689,490) |
(3,075,834) |
|||||||||||||
|
(663,354) |
(400,098) |
(1,693,852) |
(2,112,020) |
||||||||||||||
|
Cash flows from investing activities |
|||||||||||||||||
|
Purchase of property, plant and equipment |
(1,842) |
- |
(197,902) |
- |
|||||||||||||
|
Proceeds from sale of property, plant and equipment |
|
4,799 |
|
33,489 |
|||||||||||||
|
Short term deposits |
- |
10,187 |
- |
10,187 |
|||||||||||||
|
1,933 |
14,986 |
(94,127) |
43,676 |
||||||||||||||
|
Cash flows from financing activities |
|||||||||||||||||
|
Cash in trust |
- |
1,099 |
- |
(1,208) |
|||||||||||||
|
Advance on private placement |
- |
382,982 |
- |
(125,891) |
|||||||||||||
|
Demand loan |
(66,947) |
- |
292,650 |
(467,986) |
|||||||||||||
|
Issuance of common shares and exercise of common share purchase warrants - net of financing costs |
566,947 |
- |
1,357,300 |
- |
|||||||||||||
|
Issuance of special warrants |
- |
- |
- |
2,657,638 |
|||||||||||||
|
Issuance of limited partnership units |
- |
- |
115,000 |
- |
|||||||||||||
|
500,000 |
384,081 |
1,764,950 |
2,062,553 |
||||||||||||||
|
Increase (decrease) in cash and cash equivalents |
(161,421) |
(1,031) |
(23,029) |
(5,791) |
|||||||||||||
|
Cash and cash equivalents - beginning of period |
223,978 |
1,031 |
85,586 |
5,791 |
|||||||||||||
|
Cash and cash equivalents - end of period |
$62,557 |
$ - |
$62,557 |
$ - |
|||||||||||||
|
The accompanying notes are an integral part of these financial statements. |
PhotoChannel Networks Inc.
Notes to Consolidated Financial Statements
March 31, 2003
Unaudited - Prepared by Management
(expressed in Canadian dollars)
Note 1:
While the information presented in the accompanying interim three month financial statements is unaudited, it includes all adjustments which are, in the opinion of management, necessary to present fairly the financial position, results of operations and cash flows for the interim period presented. It is suggested that these interim financial statements be read in conjunction with the Company's September 30, 2002 annual audited statements. These financial statements follow the same accounting policies and methods as the Company's September 30, 2002 annual financial statements.
Note 2:
Loss per share figures are calculated using the weighted average number of shares outstanding during the period. Diluted loss per share information is not presented where the effect would be anti-dilutive.
British Columbia Securities Commission
Quarterly and Year End Report
BC Form 51-901F
ISSUER DETAILS
NAME OF ISSUER FOR QUARTER ENDED DATE OF REPORT
Y M D
PhotoChannel Networks Inc. March 31, 2003 2003 05 30
ISSUER ADDRESS
506 - 425 Carrall Street
CITY PROVINCE POSTAL CODE ISSUER FAX NO. ISSUER TELEPHONE NO
Vancouver B. C. V6B 6E3 604-893-8966 604-893-8955
CONTACT NAME CONTACT POSITION CONTACT TELEPHONE NO.
Robert Chisholm C. F. O. 604-893-8955 ext. 224
CONTACT EMAIL ADDRESS WEBSITE ADDRESS
rchisholm@photochannel.com www.photochannel.com
CERTIFICATE
The Three schedules required to complete this Report are attached and the disclosure contained therein has been approved by the Board of Directors. A copy of this Report will be provided to any shareholder who requests it.
Y M D
/s/"Peter Scarth" Peter Scarth 2003 05 30
Director's Signature Print Full Name Date Signed
/s/"Cory Kent" Cory Kent 2003 05 30
Director's Signature Print Full Name Date Signed
SCHEDULE "B"
PhotoChannel Networks Inc.
Year-To-Date Ended March 31, 2003
1. Analysis of expenses and deferred costs
|
March 31, 2003 |
||||
|
General and administration |
||||
|
Accounting and legal |
24,578 |
|||
|
Investor relations |
20,000 |
|||
|
Office and miscellaneous |
93,122 |
|||
|
Public company fees |
31,571 |
|||
|
Salaries and consulting |
509,824 |
|||
|
Rent |
60,321 |
|||
|
739,416 |
||||
|
Sales and marketing |
||||
|
Miscellaneous |
19,263 |
|||
|
Salaries and consulting |
234,585 |
|||
|
253,848 |
||||
|
Research and development |
||||
|
Salaries and consulting |
311,907 |
|||
|
Miscellaneous |
1,070 |
|||
|
312,977 |
||||
2. Related Party Transactions
As at March 31, 2003, the Company had accrued fees of approximately $102,192 to a company owned by a current director and officer.
3. Summary of securities issued and options granted during the period.
(a) Summary of securities issued during the period
|
Date of Issue |
Type of Security |
Type of Issue |
Number |
Price |
Total Proceeds |
Type of Consideration |
Type of Commission |
|
January 2003 |
Common Shares |
Private Placement |
5,669,470 |
$0.10 |
$566,947 |
Cash |
Nil |
(b) Summary of options granted during the period.
|
Date |
Number |
Name of Insider Optionee |
Description of other optionee |
Exercise Price |
Expiry Date |
|
NIL |
4. Summary of Securities as at the end of the reporting period
(a) Authorized Share Capital as at March 31, 2003
|
Class |
Authorized |
|
Common Shares |
500,000,000 |
|
Preferred Shares |
10,000,000 |
(b) Number and Value of Shares Issued and Outstanding as at March 31, 2003
|
Class |
Issued |
Value |
|
Common Shares |
91,821,538 |
$6,427,508 |
(c) Options, Warrants and Convertible Securities Outstanding as at March 31, 2003
|
Security |
Number |
Exercise Price |
Value |
Expiry Date |
|
Common Share Purchase Warrants |
1,000,000 |
$1.75 US |
$1,750,000 |
May 11, 2005 |
|
Common Share Purchase Warrants |
4,325,000 |
$0.10 |
$108,125 |
July 26, 2004 |
|
Common Share Purchase Warrants |
700,000 |
$0.10 |
$17,500 |
July 26, 2004 |
|
Stock Options |
87,000 |
$0.15 |
Nil |
Oct 8, 2003 |
|
Stock Options |
8,333 |
$0.15 |
Nil |
Feb 3, 2004 |
|
Stock Options |
125,000 |
$0.15 |
Nil |
Apr 20, 2004 |
|
Stock Options |
425,000 |
$0.15 |
Nil |
Mar 16, 2005 |
|
Stock Options |
100,000 |
$0.15 |
Nil |
May 31, 2005 |
|
Stock Options |
355,736 |
$1.05 |
Nil |
June 28, 2005 |
|
Stock Options |
50,000 |
$0.15 |
Nil |
June 29, 2005 |
|
Stock Options |
200,000 |
$1.00US |
Nil |
July 25. 2005 |
|
Stock Options |
99,320 |
$0.15 |
Nil |
July 25. 2005 |
|
Stock Options |
199,320 |
$0.15 |
Nil |
Aug 10, 2005 |
|
Stock Options |
100,000 |
$0.15 |
Nil |
Oct 2, 2005 |
|
Stock Options |
100,000 |
$0.15 |
Nil |
Oct 27, 2005 |
|
Stock Options |
65,000 |
$0.15 |
Nil |
Nov 17, 2005 |
|
Stock Options |
4,950,000 |
$0.15 |
Nil |
July 26, 2006 |
|
Stock Options |
6,049,611 |
$0.15 |
Nil |
May, 27, 2007 |
|
Stock Options |
250,000 |
$0.15 |
Nil |
July 18, 2007 |
(d) Shares in Escrow as at March 31, 2003
NIL
5. List of directors and officers as at March 31, 2003
Directors
Peter Scarth
Peter Fitzgerald
Cory Kent
Officers
Peter Scarth, President and Chief Executive Officer
Kyle Hall, EVP Business Development and Corporate Secretary
Timothy J Kerbs, EVP Operations
Robert Chisholm, Chief Financial Officer
Mo Asgari, V.P. Technology
SCHEDULE "C"
MANAGEMENT DISCUSSION AND ANALYSIS
Description of Business
PhotoChannel Networks Inc. ("PhotoChannel" or "Company") is an Internet infrastructure company providing the Photofinishing retailer with an electronic "turnkey" networked solution enabling its Photofinishing retailers to provide their customers with film processing, scanning, storage and printing of traditional and digital images through the ease of an online environment. The functionality of the Company's Network technology also allows customers of the Photofinishing retailer to print their images to any networked location within a Photofinishing retailer or within the Network as a whole, or provides the choice of home delivery, at the option of the Photofinishing retailer.
PhotoChannel's Network electronically connects the Photofinishing retailer and its customers through the Internet and additionally provides hosting, storage and back-end reporting. This turnkey network solution enables the Photofinishing retailer to meet the needs of its customers for both film and digital photography.
The Company has focused its operational efforts on deploying the PhotoChannel Network within Photofinishing retail partner locations.
The Company is headquartered in Vancouver, British Columbia, Canada and trades on the TSX Venture Exchange ("TSX-V") in Canada (symbol - PNI). The accompanying financial statements are for its second quarter ended March 31, 2003 and are expressed in Canadian dollars.
Operations and Financial Condition
Revenue for the six months ended March 31, 2003 was $174,303 versus $84,745 the same period last year. Revenue increased 106% for the period ended March 31, 2003, compared to the same period last year as the Company has contracted with significant Photofinishing retailers in Canada and the United States, which commenced in late 2002, as follow: Black Photo Corporation - October 2002; Giant Eagle, Inc. - December 2002; and Loblaws Companies Limited - February 2003
Management's strategy is to focus on being a digital imaging technology provider for a wide variety of businesses including: Photofinishing retailers; professional and commercial photo processing labs; image content owners; and targeted portal services. The Company's digital Network is focused on delivering digital image orders from capture to fulfillment under the control of the originating Photofinishing retailer. The Company charges its Photofinishing retailers an installation fee, a monthly fee for their connection to the Network and a percentage of all gross print revenues processed through the Network. In addition, the Company charges the customers of the Photofinishing retailers a storage fee, if selected, for the storage of their digital images.
The Company reported a gross profit for the period of $137,891 versus a gross loss of $9,617 for the comparable period of 2002. This large change was attributable to streamlining costs of connecting new customers through third party arrangements.
The Company's costs of operations for the period were $1,572,617, as compared to $2,107,443 during the same period last year. This reduction of 25.4% was the result of further cost cutting measures, specifically related to general and administration, below
General and administration expenses for the six months ended March 31, 2003 decreased $464,216 to $739,416 or 38.6% over the comparable period in 2002. This was due to a significant reduction in expenses related to accounting and legal, office, travel, salary and consulting expenses and general corporate administration. During this period the Company expended $20,000 on investor relations.
Sales and marketing expenses for the six months ended March 31, 2003 increased $134,171 to $253,848, an increase of 112% from the comparable period of 2002. This increase was mainly due to additional sales staff and consultants, as the Company continues to focus on additional sales and marketing activities in order to increase awareness and acceptance of the Company's products and services.
During the period ended March 31, 2003, the Company expensed $312,977 on research and development costs, as compared to $339,121 during the same period last year. The decrease of 7.7% is the result of a reduction in staffing
Amortization decreased by $178,637, to $266,376 for the period, as compared to $445,013 during the comparable period of 2002. This reduction is the result of the Company replacing old expensive equipment with more cost effective equipment.
The Company recorded a six month net loss of $1,389,995 or $0.02 per share compared to a gain of $518,801 or $0.01 per share in the same period last year. The gain at March 31, 2002 was the result of the expense recovery of $2,746,944, associated with the filing by the Company's US Subsidiary, PhotoChannel, Inc under Chapter 7 of the United States Bankruptcy Code with the United States Bankruptcy Court, District of Connecticut, on November 1, 2001.
Excluding expense recoveries from both periods, the Company's net loss from operations for the six month period ended March 31, 2003 was $1,553,414, as compared to $2,228,143 during the comparable period in 2002. This 30% reduction was due to a significant reduction in expenses related to accounting and legal, office, travel, salary and consulting expenses and general corporate administration, along with an increase in revenues and gross profit.
Financings
On January 29, 2003, the Company announced that it had closed a private placement in the amount of $566,947, which was completed by directors of the Company.
Legal Proceedings
Other than as set out below, as of May 30, 2003 there were no legal proceedings material to the Company to which the Company or its subsidiaries are a party or to which their property is subject, nor to the best of the knowledge of management, are any such legal proceedings contemplated.
1. On February 24, 1999, Thomas Jackson, a former President and Chief Executive Officer of the Company, commenced proceedings against the Company in the Supreme Court of British Columbia. Mr. Jackson has claimed damages for unpaid services not exceeding $150,000. Management is of the view that the claim is without merit and is vigorously defending these proceedings. There have been no further proceedings in this matter since the Company filed its statement of defence.
2. On January 13, 2000, Arthur Tesser, the former Chief Operating Officer of PhotoChannel, Inc., commenced arbitration proceedings against PhotoChannel, Inc. for (US)$317,000. He claimed that he was owed severance under an employment contract dated July 26, 2000. Mr. Tesser's employment with PhotoChannel, Inc. was terminated in November 2000. Mr. Tesser is also seeking payment from the Company for an alleged guarantee of the terms of the employment contract by the Company.
The Company, PhotoChannel Inc. and Mr. Tesser negotiated the proposed terms of a settlement of this dispute, but negotiations broke down. On August 2, 2002, the Company received notice from the American Arbitration Association that the arbitrator had ruled on the claim, in favour of the Claimant in the amount of US$106,000.
Subsequent to the Arbitrator's Award on August 2, 2002 Arthur Tesser made petition to the Supreme Court of the State of New York - New York County seeking confirmation of the Arbitrator's Award. On October 25, 2002 the Company received notice from the Supreme Court of the State of New York - New York County confirming the Award of the Arbitrator, which was granted on default. On May 7, 2003, Arthur Tesser filed a statement of claim in the Supreme Court of British Columbia to enforce a claim on debt on a foreign judgement in the amount of $183,276.97, based on the exchange rate on November 21, 2002. The Company intends to defend itself against the enforcement of this Award.
3. On March 3, 1999, the Company received a letter from DATT Japan indicating that they had proceeded with legal action in the Japanese courts and for an order for payment. On September 10, 2001, the Company's legal representative received a telephone call from an individual claiming that he represented DATT Japan and indicated that his client had received a judgment from a Japanese court against PhotoChannel for approximately $99,000. The Company intends to defend itself against the enforcement of this judgment.
4. On November 5, 2001, Donald Sutherland of P.O. Box 345, Staten Island, New York, New York, commenced an action in the Supreme Court of British Columbia, claiming $132,770.63 plus interest, for the provision of text, photographs and services. The Company is disputing the claim.
5. On February 24, 2003, Next Phase Strategy Marketing Inc., formerly Ullrich Schade & Associates, of West Georgia Street, Vancouver, BC filed a claim in the Provincial Court of British Columbia (Small Claims Court), alleging an amount owing of $10,000, plus filing fees for services purportedly provided to the Company. The Company is disputing the claim.
6. On May 5, 2003, Mel Mulligan of PO Box 435, 128 Glenncastle Drive, Carp, Ontario, commenced an action in the Supreme Court of British Columbia, claiming $18,527.57, for the provision of services. The Company is disputing the claim.
7. On May 16, 2003, Andy Fenton of 61 Petman Avenue, Toronto, Ontario, commenced an action in the Provincial Court of British Columbia (Small Claims Court), claiming $5,900.16, for the provision of services. The Company is disputing the claim.
Subsequent Events
On April 15, 2003, the Company's affiliate, PhotoChannel Networks Limited Partnership, announced that it had entered into an agreement with Wal-Mart Canada Corp. for the provision of its Network.
Liquidity and Solvency
As at March 31, 2003, the Company had a working capital deficiency of $2,228,024 compared to a working capital deficiency of $2,601,835 at September 30, 2002. The cash and cash equivalents on hand at March 31, 2003 was $62,557. As a start-up, which continues to strive for profitability, the Company's main source of funds has been, and will continue to be, the sale of equity capital until it manages to reach a cashflow positive position. If requisite funding on acceptable terms cannot be attracted in a timely fashion, we may be forced to delay activities and, possibly, lose market opportunities to competitors. Similarly, delayed financing could force reductions in planned marketing and product deployment and development expenditures, resulting in delays in meeting our business objectives.
/s/Peter Scarth /s/Cory Kent
Peter Scarth Cory Kent
Chairman & CEO Director
May 30, 2003
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
PHOTOCHANNEL NETWORKS INC.
Date: June 19, 2003
/s/
Robert ChisholmCFO
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